Greenfields Petroleum Corporation
TSX VENTURE : GNF

Greenfields Petroleum Corporation

June 06, 2013 18:43 ET

Greenfields Petroleum Corporation Announces Common Share Financing of up to C$10.2 Million

HOUSTON, TEXAS--(Marketwired - June 6, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF), an independent exploration and production company with producing assets in Azerbaijan, is pleased to announce that it has filed a preliminary short form prospectus in all of the provinces of Canada, except Québec, in connection with a marketed public offering (the "Brokered Offering") of common shares of Greenfields (the "Common Shares") on a commercially reasonable efforts agency basis.

The Company proposes to issue up to 1,000,000 Common Shares pursuant to the Brokered Offering at a price of C$3.40 per Common Share for gross proceeds of $3,400,000. The Brokered Offering will be led by FirstEnergy Capital Corp. on behalf of a syndicate of agents to be determined (collectively the "Agents").

In addition to the Brokered Offering, Greenfields proposes to conduct, prior to or concurrent with the Brokered Offering, a non-brokered private placement of up to 2,000,000 Common Shares at a price of C$3.40 per Common Share to certain current institutional shareholders of the Company (the "Non-Brokered Private Placement" and together with the Brokered Offering, the "Financing").

The aggregate gross proceeds from the Financing are up to C$10,200,000. The Company intends to use the net proceeds from the Financing to fund the Company's share of the Gum Deniz Oil Field and the Bahar Gas Field capital expenditures, to pay interest expenses relating to the Company's outstanding convertible debentures and to cover administrative and other expenses.

The Financing is subject to customary conditions and the receipt of required regulatory approvals, including the approval of the TSX Venture Exchange. The completion of the Brokered Offering is conditional upon the completion of the Non-Brokered Private Placement. The Financing is scheduled to close on or about June 27, 2013, or such other date as the Company and the Agents may agree. The Common Shares issuable pursuant to the Non-Brokered Private Placement will be subject to a four-month hold period under applicable Canadian securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale may be unlawful. The Common Shares have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.

About Greenfields Petroleum Corporation

Greenfields is a junior oil and natural gas corporation focused on the development and production of proven oil and gas reserves principally in the Republic of Azerbaijan. The Company plans to expand its oil and gas assets through further farm-ins, and acquisitions of Production Sharing Agreements from foreign governments containing previously discovered but under-developed international oil and gas fields, also known as "greenfields". More information about the Company may be obtained on the Greenfields website at www.greenfields-petroleum.com.

Forward Looking Statements

The information and statements in this news release contains certain forward-looking information. This forward-looking information relates to future events or Greenfields' future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Financing, (ii) the expected closing date of the Financing; (iii) the use of proceeds of the Financing; and (iv) future capital expenditures and projects. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The outcome and timing of the proposed Financing, as well as the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that the Company will derive from them. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information.

Accordingly, prospective investors should not place undue reliance on these forward-looking statements. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement. These forward-looking statements are made as of the date of this press release and, except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Greenfields Petroleum Corporation
    John W. Harkins
    Chief Executive Officer
    (832) 234-0800

    Greenfields Petroleum Corporation
    A. Wayne Curzadd
    Chief Financial Officer
    (832) 234-0800

    Greenfields Petroleum Corporation
    Robin Cook
    CHF Senior Account Manager
    (416) 868-1079 x 228
    info@greenfieldspetroleum.com
    www.greenfields-petroleum.com